Exhibit 10-a.2
ADVANTA CORP.
NON-QUALIFIED STOCK OPTION
NON-EMPLOYEE DIRECTOR
THIS NON-QUALIFIED STOCK OPTION (the
“Option”) is granted as of «Date» (the
“Date of Grant”) by Advanta Corp., a Delaware
corporation (the “Company”), to «Name» (the
“Optionee”) pursuant to the Advanta Corp. 2000 Omnibus
Stock Incentive Plan (the “Plan”). All capitalized
terms contained in this Option shall have the meaning set forth in
the Plan unless otherwise required by the context.
W I T
N E S S E T H:
1.
Grant . The Company hereby grants to the Optionee an Option
to purchase, subject to the terms and conditions hereinafter set
forth, all or any part of an aggregate of «Shares»
Shares of the Company’s Class B Common Stock, par value
$0.01 per share (the “Option Shares”), at the purchase
price of «Price» (the “Option Price”), that
being the Fair Market Value of the Option Shares as of the close of
business on the Date of Grant. This Option is not intended to be an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
2.
Term . The Option granted hereunder shall expire at 5:00
p.m. (local Philadelphia, Pennsylvania time) on the earliest to
occur of the following:
(a) «Term»
(the “Expiration Date”);
(b) The
last day of the Optionee’s service with the Company or its
Affiliates, where such service is terminated by the
Optionee’s resignation and such resignation has not been
solicited by the Company;
(c) Expiration
of ninety (90) days from the date the Optionee’s service
as a Non-employee Director terminates for any reason other than
retirement, disability or death;
(d) Expiration
of two (2) years from the date the Optionee’s service
with the Company or its Affiliates terminates due to the
Optionee’s retirement, or expiration of one hundred eighty
(180) days from the date the Optionee’s service with the
Company as a Non-employee Director terminates due to the
Optionee’s disability or death.
3.
Vesting . This Option shall vest over a period of four
years, beginning from the Date of Grant. This Option may be
exercised only to the extent that it has vested. Beginning on the
first anniversary Date of Grant, 25% of the Option shall vest,
(i.e. 25% of the Option Shares covered by the Option shall become
eligible for purchase). Beginning on each of the second through
fourth anniversaries of the Date of Grant, an additional 25% of the
Option shall vest, so that on the fourth anniversary of the Date of
Grant, this Option shall be 100% vested. In the event of the
Optionee’s retirement prior to the date on which the option
has become fully vested, there shall be a partial year pro rata
vesting of the Option in an amount equal to 1/12th of the Option
shares which would have become vested on the next anniversary
of
the Date
of Grant of the Option, for each full 30 day period which has
elapsed between the most recent anniversary of the Date of Grant
and the date of the Optionee’s retirement. Notwithstanding
the foregoing, in the event of a Change in Control, the Option
shall be 100% vested.
4.
General Rules . To the extent otherwise exercisable, this
Option may be exercised in whole or in part except that this Option
may in no event be exercised (a) with respect to fractional
shares or (b) after the expiration of the Option term set
forth under paragraph 2 hereof.
5.
Transfers . The Option is not transferable by the Optionee
otherwise than by will or pursuant to the laws of descent and
distribution in the event of the Optionee’s death, in which
event the Option may be exercised by the heirs or legal
representatives of the Optionee. The Option may be exercised during
the lifetime of the Optionee only by the Optionee. Any attempt at
assignment, transfer, pledge or disposition of the Option contrary
to the provisions hereof or the levy of any execution, attachment
or similar process upon the Option shall be null and void and
without effect. Notwithstanding the foregoing, (i) the Option
may be transferred pursuant to the terms of a “qualified
domestic relations order,” within the meaning of
Sections 401(a)(13) and 414(p) of the Code or within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974, as amended, and (ii) the Optionee may transfer the
Option to his or her children, grandchildren or spouse or to one or
more trusts for the benefit of such family members or to
partnerships in which such family members are the only partners (a
“Family Transfer”), provided that the Optionee receives
no consideration for a Family Transfer. Any exercise of the Option
by a person other than the Optionee shall be accompanied by
appropriate proofs of the right of such person to exercise the
Option.
6.
Method of Exercise and Payment .
(a) When
exercisable under Paragraphs 2, 3 and 4, the Option may be
exercised by written notice, pursuant to Paragraph 10, to the
Company’s Secretary specifying the number of Option Shares to
be purchased and, unless the Option Shares are covered by a then
current registration statement or a Notification under
Regulation A under the Securities Act of 1933 (the
“Act”), containing the Optionee’s acknowledgment,
in form and substance satisfactory to the Company, that
(i) such Option Shares are being purchased for investment and
not for distribution or resale (o
